CONMED’s $800 Million Convertible Senior Notes Offering and Concurrent Bond Hedge and Warrant Transactions

Simpson Thacher advised
JP Morgan Securities, Bank of America, Barclays Bank PLC, Jefferies International Limited, JPMorgan Chase Bank, Nomura Global Financial Products Inc. and Wells Fargo Bank who acted as dealers on the deal.

CONMED Corporation announced its offering of $800 million aggregate principal amount of 2.25% Convertible Senior Notes due 2027, which includes the full exercise of the initial purchasers’ option to purchase additional Notes. CONMED used the net proceeds to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to CONMED from the warrant transactions) and to repurchase or exchange a portion of its existing convertible notes due 2024. CONMED intends to use the remaining net proceeds to pay a portion of the cash consideration for its recently announced acquisition of In2Bones Global, Inc. and repay a portion of the outstanding indebtedness under the credit facilities.

CONMED (NASDAQ: CNMD) is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The company’s products are used by surgeons and physicians in a variety of specialties, including orthopedics, general surgery, gynecology, neurosurgery, thoracic surgery and gastroenterology. 

The Simpson Thacher team included Roxane Reardon (Picture), Lia Toback and Bethany Wong (Capital Markets); Jonathan Lindabury, Nathan Utterback and Danielle Robinson (Derivatives); Michael Mann (Tax); Jessica Cohen (Intellectual Property); Jeanne Annarumma (Executive Compensation and Employee Benefits); Vanessa Burrows (Healthcare); and Jennie Getsin (Blue Sky).

offering of $800 million aggregate principal amount of 2.25% Convertible Senior Notes due 2027

Involved fees earner: Jeanne Annarumma – Simpson Thacher & Bartlett; Vanessa Burrows – Simpson Thacher & Bartlett; Jessica Cohen – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Michael Mann – Simpson Thacher & Bartlett; Roxane Reardon – Simpson Thacher & Bartlett; Danielle Robinson – Simpson Thacher & Bartlett; Lia Toback – Simpson Thacher & Bartlett; Nathan Utterback – Simpson Thacher & Bartlett; Bethany Wong – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Bank of America; Barclays Bank; Jefferies International Limited; JP Morgan Chase & Co.; JP Morgan Securities; Nomura International plc; Wells Fargo Bank;

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Author: Youness Semri